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Dechert is serving as counsel to the special committee of independent directors of XO Holdings, Inc. (the “Company”) in connection with the acquisition by ACF Industries Holding Corp. (“ACF”) and other affiliates of the Company’s majority stockholder, Carl C. Icahn, of 100% of the Company, a leading nationwide provider of advanced broadband communications services and solutions for businesses, enterprises, government, carriers and service providers. The Company and ACF announced today that have entered into a definitive merger agreement pursuant to which stockholders of the Company will receive $1.40 in cash plus a Contractual Value Right for each share of Company common stock. The cash portion of the merger consideration represents a 100 % premium over the amount contained in ACF’s January 19, 20011 proposal. As affiliates of Carl C. Icahn have taken action by written consent sufficient to adopt the Merger Agreement, stockholders of XO will not be asked to vote on the transaction, the consummation of which is subject to limited closing conditions.

Dechert’s team on this matter includes Sander Bieber, David Schulman, Tony Chan, Rachel Bee, Michael Hirschfeld and Jeremy Levy.